UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): February 1, 2007
NEPTUNE INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Florida 000-32691 65-0838060
(State or Other Jurisdiction (Commission File Number) I.R.S. Employer
of Incorporation) Identification No.)
21218 St. Andrews Boulevard
Suite 645
Boca Raton, FL 33433
(Address of principal executive offices)
(561)-482-6408)
(Issuer's telephone number)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (See General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 5 Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) At a Special Meeting of the Board of Directors of the Company held on
October 3, 2007, the Company increased the size of its Board of Directors from
five to seven. On October 10, 2007, Mr. Eric Yager was extended an offer to
join the Board to fill one of the newly created vacancies, and accepted the
invitation on that date. A second invitation was extended to Mr. Frank J.
Garofalo, who also accepted the invitation.
(c) Mr. Jager is Executive Vice President of Bartlett and Company, Kansas
City, Missouri, Mr. Jager has managed investment portfolios for Bartlett and
Company since 1983 in his capacity as President of Windcrest Investment
Management, a Division of Bartlett & Company. Prior to 1983, Mr. Jager was
the Senior Vice President, Investment Analyst and Director of Research at
Eppler, Guerin & Turner in Dallas, Texas. As a member of the Executive
Committee, he was involved in top management of the regional investment
banking firm in Dallas as well as Director of the Company's overall
investment functions.
Mr. Jager is a director of the Nygaard Corporation and Scout Mutual Funds,
which include the Bond Fund, Money Market Fund, Regional Fund, Stock Fund,
Tax-Free Money Market Fund and World Wide Fund. He is a graduate of Harvard
University in Cambridge, Massachusetts and received his MBA degree from
Southern Methodist University in Dallas, Texas.
Frank J. Garofalo is the founder and Managing Partner of Garofalo & Associates,
LLC, a management consulting and financial advisory firm working on "special
assignment" primarily for electronics, software and technology companies
ranging from $10 million to over $10 billion in size. Prior to establishing
his own firm, Mr. Garofalo was a Managing Director in Corporate Finance at
PaineWebber (now UBS) focused on technology investment banking. His career in
professional services spans 30 years and over that time his assignments have
included dozens of business development, corporate development and corporate
finance projects including establishing strategic alliances with equity
positions, private placements of equity financing, mergers, acquisitions and
divestitures.
Mr. Garofalo is an expert in strategic, competitive, and market analysis with
an emphasis on positioning for maximum equity valuation. Mr. Garofalo earned a
Bachelor of Science degree in Electrical Engineering from the Massachusetts
Institute of Technology, a Master of Science degree in Electrical Engineering
from the University of Michigan, and a Master of Business Administration from
Harvard University.
Mr. Garofalo has served on a number of boards and currently is a Director of
J.M. Lafferty Associates, Inc. in Chicago, a stock and portfolio research firm;
and is a Director of Dynagraf, Inc. one of the top graphics communications
companies in New England.
There were no arrangements or understandings between Mr. Yager or Mr.
Garofalo and any other persons pursuant to which either was elected as a
director.
The Company does not currently maintain separate committees of the
Board; therefore, Mr. Yager and Mr. Garofalo were not appointed to any Board
committees on their election.
There are no transactions, or series of transactions, since the
beginning of the Company?s current fiscal year on July 1, 2007, or any
proposed transaction, to which the Company or any subsidiary was or is to be
a party in which Mr. Yager or Mr. Garofalo had, or will have, a direct or
indirect interest. There is no material plan, contract or arrangement
(whether or not written)or any amendments to existing such plans, contracts
or agreements, involving the Company to which Mr. Yager or Mr. Garofalo is a
party.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
----------------------
None.
(b) Exhibits.
None Company
This report on Form 8-K may contain forward-looking statements that
involve risks and uncertainties, as well as assumptions that, if they never
materialize or prove incorrect, could cause the results of the Company to
differ materially from those expressed or implied by such forward-looking
statements. All statements other than statements of historical fact are
statements that could be deemed forward-looking statements, including any
projections of revenue, expenses, earnings or losses from operations or
investments, or other financial items; any statements of the plans,
strategies and objectives of management for future operations; any
statements of expectation or belief; and any statements of assumptions
underlying any of the foregoing. The risks, uncertainties and assumptions
referred to above include risks that are described from time to time in our
Securities and Exchange Commission, or the SEC, reports filed before this
report.
We use words such as anticipates, believes, expects, future, intends and
similar expressions to identify forward-looking statements. Our actual
results could differ materially from those projected in the forward-looking
statements for any reason. We caution you that forward-looking statements of
this type are subject to uncertainties and risks, many of which cannot be
predicted or quantified.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by
the undersigned duly authorized officer.
Date: October 11, 2007
NEPTUNE INDUSTRIES, INC.
By /s/ Ernest Papadoyianis
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Ernest Papadoyianis, President